Distressed companies and assets often present appealing investment opportunities for strategic and financial buyers alike. However, the acquisition of a distressed company often raises a host of legal and business risks that are not typically found in the acquisition of a healthy, solvent company. These risks include, but are not limited to, unwitting acquisition of the target company’s business obligations, fraudulent transfer liability and potential successor liability. Some acquisition methods are designed to reduce legal liability, but they are typically more expensive and require the potential acquirer to assume execution risks. Therefore, potential purchasers must be aware of the legal and strategic advantages and disadvantages that are inherent in each method of acquiring distressed companies.
Wayne H. Davis and Michael J. Riela, who are partners in the Creditors’ Rights and Business Reorganization practice group at the law firm of Tannenbaum Helpern Syracuse & Hirschtritt LLP, will discuss the most prevalent ways of acquiring distressed companies and assets, and the advantages and disadvantages of each. Wayne and Michael will discuss business considerations, as well the relevant legal issues.
Identify the legal and strategic advantages and disadvantages of various methods of acquiring distressed companies
As head of Tannenbaum Helpern’s Creditors' Rights and Business Reorganization Practice, Wayne Davis represents investment funds, financial institutions and corporate clients as secured and unsecured creditors, domestic and foreign institutional and corporate lenders in loan transactions, loan workouts and corporate restructurings, and institutional, corporate and partnership clients in mergers, acquisitions and securitization transactions.
Wayne's practice also includes the representation of investment funds and institutional creditors and acquirers and sellers of distressed businesses, assets, securities and claims.
Mike Riela is a partner in Tannenbaum Helpern’s Creditors’ Rights and Business Reorganization practice. With more than 15 years of experience, Mike advises companies on complex restructuring, distressed M&A, loan transactions and bankruptcy related litigation matters. Mike has in-depth experience in advising clients on corporate and real estate bankruptcies, workouts, Chapter 11 and Chapter 7 bankruptcy cases, debtor-in-possession (DIP) and bankruptcy exit loan facilities, secondary market trading of distressed debt and trade claims, Section 363 sales and bankruptcy retention and fee agreements and disputes. His clients include banks, administrative agents, indenture trustees, hedge funds, private equity firms, professional services firms, trade creditors, contract counterparties, shareholders, debtors and investors.
Mike has represented buyers of assets in Section 363 and out-of-court sales from sellers such as Evergreen Solar, Inc., Sonic Telecommunications International, Ltd, Urban Communicators PCS Limited Partnership, US Aggregate, Inc., and Vectrix Corporation, as well as representing lenders, trustees and administrative agents in major Chapter 11 cases and workouts such as Delta Air Lines, Inc., Extended Stay Inc., Buffets Inc., Legends Gaming LLC, Nortel Networks, Premier International Holdings Inc., and many others.
Mike also works with clients on cybersecurity and data privacy issues, including the assessment and investigation of information security and data breach incidents. Before any data breaches occur, Mike prepares and helps clients implement written information security programs, systems access policies, and incident response plans. After clients suffer a breach, Mike assists with their response and advises on their legal duties, including clients’ duties under various security breach notification laws.
Prior to joining Tannenbaum Helpern, Mike was a shareholder at Vedder Price and was a counsel at Latham & Watkins. He has been recently selected to serve on the 2016 Bankruptcy editorial advisory board for the Law360 publication.
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Good review. More detail on UCC-610 would be appreciated.
Absorbing. Satisfying. Well-presented.
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Fine job. Thank you.
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